FORM 4

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . . . 0.5

___ Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1. Name and Address of Reporting Person*

KLING, WILLIAM H.
(Last) (First) (Middle)

2. Issuer Name and Ticker or Trading Symbol

Irwin Financial Corporation (IFC)

__X__Director _____10% owner
_____Officer (give title below) _____Other
(Specify below)

DIRECTOR

500 Washington Street
(Street)

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for
(Month/Day/Year)
01/02/2003

Columbus, IN 47201
(City) (State) (Zip)

5. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint Group Filing (Check Applicable Line)
__X_Form filed by One Reporting Person
____Form filed by More than One Reporting Person

Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date

(Month/
Day/
Year)

2A. Deemed Execution Date, if any (Month/
Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6. Owner- ship Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Owner- ship
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

COMMON STOCK

01/02/03

J

4,605
(1)

A

$16.500000

16,139

D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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SEC 1474(3-99)

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g. puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Deri- vative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/
Day/
Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Owner- ship Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Owner- ship (Instr. 4)

Code

V

(A)

(D)

Date Exer- cisable

Expiration Date

Title

Amount or Number of Shares

/S/
_________________________________________

01/02/03
__________________________

BY: STEVEN R. SCHULTZ, ATTORNEY IN FACT
FOR: WILLIAM H. KLING

Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

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FORM 4 (continued)

KLING, WILLIAM H.

Irwin Financial Corporation (IFC)

500 Washington Street

01/02/2003

Columbus IN 47201

(1) Shares reported were acquired pursuant to the Irwin Financial Corporation 1999 Outside Director Restricted Stock Compensation Plan in lieu of cash payment for services as a director of the Company. The reporting person has direct voting power with respect to the shares reported but no investment power until ownership of the shares vest pursuant to the Plan and certain holding periods set forth in the Plan expire.

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